Lyft, Inc. (LYFT)
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AGM 2026

Jun 3, 2026

Summary

The meeting covered director elections, auditor ratification, and amendments to the certificate of incorporation, all of which were approved. Record financial results, international expansion, and AV initiatives were highlighted, with a focus on capital allocation and shareholder returns.

Operator

Welcome to Lyft's 2026 annual meeting of stockholders. I would now like to turn the call over to Lindsay Llewellyn, Lyft's Chief Legal Officer and Corporate Secretary, who will lead the formal business and serve as the secretary of today's meeting. Ms. Llewellyn, please go ahead.

Lindsay Llewellyn
Chief Legal Officer and Corporate Secretary, Lyft

Thank you, operator. I'm going to start by introducing the individuals joining me on today's call. This includes David Risher, our Chief Executive Officer, Erin Brewer, our Chief Financial Officer, and Erin Rheaume , our Vice President of Investor Relations. Courtney Blum of PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also on the line. We are joined by members of our board of directors and other members of our management team. We have appointed Kevin Chen, our assistant secretary, to act as the inspector of election today. He has executed an oath of office to carry out his duties with strict impartiality and to the best of his ability. He will also examine and tabulate the proxies and ballots at this meeting. During the formal business portion of today's meeting, we will address the matters described in our 2026 proxy statement and vote on the proxy proposals.

We will announce preliminary voting results and adjourn the formal portion of this meeting. Afterward, we will provide time for a Q&A session. Please refer to the rules of conduct regarding this meeting for information about the Q&A session. Note that the meeting is being recorded, and a webcast replay will be available shortly. Our board of directors has fixed April 6th, 2026 as the record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions confirming that proxy materials were mailed to stockholders of record, determined as of the close of business on the record date, starting on April 10th, 2026.

Mr. Chen reports that holders of a majority of the voting power of all issued and outstanding shares of our common stock as of the record date are present at this meeting, either virtually or by proxy, which constitutes a quorum. Today's meeting is duly convened and open for business. It is approximately 10:02 A.M. The polls are now open. If any stockholders have not yet voted or wish to change their vote, please click on the voting button in the web portal and follow the instructions. If you have already sent in a proxy or voted online or via telephone and do not wish to change your vote, no further action is needed. There are six proposals to be considered and voted on by our stockholders. Each of these proposals is more fully described in our proxy statement filed with the SEC on April 10th, 2026.

The first proposal is to elect three Class I directors, David Risher, Deborah Hersman, and Dave Stephenson, to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the three director nominees is currently serving on our board, and our board of directors recommends a vote for each of these director nominees. The second proposal is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2026. Our board of directors recommends a vote for this proposal. The third proposal is to approve, on an advisory basis, the compensation of our named executive officers and the adoption of the resolution regarding approval described in the proxy statement. Our board of directors recommends a vote for this proposal.

The fourth proposal is to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. Our board of directors recommends a vote for every one year for this proposal. The fifth proposal is to approve an amendment to our restated certificate of incorporation to remove inoperative provisions, including references to Class B common stock and to update other miscellaneous provisions. Our board of directors recommends a vote for this proposal. The sixth and final proposal is to approve an amendment to our restated certificate of incorporation to reflect Delaware law provisions regarding officer exculpation. Our board of directors recommends a vote for this proposal. The polls are still open. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button in the web portal and following the instructions.

We will leave the polls open for another minute to allow votes to be cast. It is approximately 10:05 Pacific Time, and the polls are now closed. No additional ballots, proxies, or votes, nor changes or revocations will be accepted. Based on preliminary voting results, our stockholders have elected David Risher, Deborah Hersman, and Dave Stephenson to serve as directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. Ratified the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for our fiscal year ending December 31st, 2026. Approved, on an advisory basis, the compensation of our named executive officers. Indicated, on an advisory basis, a preference for holding future stockholder advisory votes on the compensation of our named executive officers every year.

Approved the amendment of our restated certificate of incorporation to remove inoperative provisions, including references to Class B common stock, and update other miscellaneous provisions. Approved an amendment to our restated certificate of incorporation to reflect Delaware law provisions regarding officer exculpation. These are preliminary results. The final voting results will be set forth in a report of the inspector of election and will be included in the minutes of this meeting. We will also report the final voting results on a Form 8-K, which we will file with the SEC within four business days of today's date. This concludes our planned agenda today. I now declare the formal business portion of the meeting adjourned. We will now answer stockholder questions received through the web portal. I'll turn it over to Erin Rheaume, our VP of Investor Relations, to oversee this Q&A session.

Erin Rheaume
VP of Investor Relations, Lyft

Thank you, Lindsay. Before we begin, I would like to note that our responses to stockholder questions may include forward-looking statements, which are subject to risks and uncertainties that could cause our actual results to differ materially from those projected or implied during this meeting. These factors and risks are described in our SEC filings. All forward-looking statements that we make on today's call are based on the belief as of today. We disclaim any obligation to update any forward-looking statements except as required by law. Our responses may include certain non-GAAP financial measures, which are not a substitute for our GAAP results. Historical reconciliations are available on our IR website. We also discuss customers. There are generally two customers in every car. The driver is Lyft's customer, and the rider is the driver's customer. We care about both.

Before we move on to shareholder questions, David, do you want to take a minute to recap our most recent full-year results?

David Risher
CEO, Lyft

Sure, Erin. In 2025, through customer obsession, Lyft continued our transformation from your local, out-to-dinner, US-focused rideshare app to a global mobility platform with offerings across six continents and thousands of cities. We delivered record financial performance and delivered on our targets for the second year in a row, as outlined at our 2024 Investor Day. 2025 was a year of incredible progress, we're moving forward with momentum and further transformation in 2026. We had a strong start to the year in Q1 with double-digit year-over-year growth across active riders, gross bookings, adjusted EBITDA, and we generated $1.2 billion in cash for the trailing 12 months. This strength enables us to deploy capital to accelerate growth and further enhance value for shareholders, including our recent acquisition of Gett U.K. last month, bringing more AVs to the Lyft platform and our previously announced $1 billion share repurchase program.

Erin Rheaume
VP of Investor Relations, Lyft

Now let's move on to shareholder questions. David, one of the questions we've been getting from investors is the strategic rationale for acquiring Gett U.K.

David Risher
CEO, Lyft

Yeah. Let's get into it. We continue to expand up and out in terms of how we serve our customers. Up refers to investing in high-service, higher-margin offerings that attract premium rides and premium riders. Out means you'll see Lyft expand our TAM and footprint to new geographies. In the past year, Lyft became truly international. First, we launched in new markets in Canada, where Lyft is thriving. We then acquired Freenow, bringing us to nine countries in Europe, as well as launched in Puerto Rico and acquired TBR. With Gett, we bring together Greater London's iconic black cab drivers. This nearly doubles the rides on the Lyft platform in London, and it deepens our presence in high-quality, high-value offerings with strong B2B relationships. Together, each platform is bringing something valuable and unique. Lyft has the platform and the tech.

FreeNow has the strong industry relationships, important for expansion and for AVs. Gett further supplies our market presence with strong B2B relationships. Over time, bringing these platforms together means that riders will benefit from a much larger pool of black cab drivers, leading to faster ETAs and better reliability. We believe the result will be a stronger growing business that's more appealing as a global partner. Finally, we're positioning ourselves as a hybrid transportation network where e-bikes, taxis, and autonomous vehicles all work together as part of one connected network.

Erin Rheaume
VP of Investor Relations, Lyft

David, another popular question we've been getting is our view on the AV competitive landscape.

David Risher
CEO, Lyft

Yeah. The industry question around AVs has shifted from whether the technology works to who can actually deploy it at scale. That requires demand, fleet management infrastructure, and depot capabilities. Lyft has all three. For example, in Nashville, we're building an 80,000 sq ft depot purpose-built to service, charge, and maintain Waymo AVs. More than half the full-time roles filled so far went to current or former Lyft drivers, meaning that the people who know the industry best are the ones who are building its future. We take over operations this summer, while the depot opens later this fall, and by the end of the year, riders will be matching with Waymo vehicles on the Lyft app. Nashville is not the whole story. In London, the first Baidu vehicles have arrived, and regulatory approval is underway.

In Hamburg, we kicked off a first-mile, last-mile pilot last month and are finalizing our vehicle partner in Germany's first public-private AV framework. Our hybrid model is how we're building a business for the next 15 years, with fixed capacity from AVs, elastic capacity from human drivers, faster pickup for riders, and a clear pathway for drivers into roles like luxury chauffeur and tiered service levels.

Erin Rheaume
VP of Investor Relations, Lyft

Thank you, David. Erin, the last question is for you. Can you talk about your capital allocation strategy?

Erin Brewer
CFO, Lyft

Our capital allocation remains consistent across three core priorities. First, it's important we maintain ample liquidity in our business to support our operations and comply with our existing covenants. Next, we'll continue to prioritize investing in profitable growth. That means responsible investment in attractive growth and margin expansion opportunities, a continued focus on product innovation, all with a customer-obsessed bias. And third, we're focused on shareholder returns, as evidenced by our buyback program. We continue to generate strong free cash flow with $1.12 billion over the trailing 12 months as of March 31st, 2026. During the first quarter of 2026, we repurchased approximately $300 million in shares. For 2026, we expect buybacks at a similar level to 2025 while preserving flexibility to invest in growth opportunities.

Erin Rheaume
VP of Investor Relations, Lyft

Thank you, David and Erin. That concludes the question and answer session for today's meeting.

Operator

Thank you for joining us. You may now disconnect.